CULLINAN HOLDINGS LIMITED - Notice Convening the Scheme Meeting of Shareholders

Release Date: 12/01/2018 17:00
Code(s): CUL CULP
 
Wrap Text
Notice Convening the Scheme Meeting of Shareholders

CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1902/001808/06)
Share code: CUL        ISIN: ZAE000013710
Preference share code: CULP        ISIN: ZAE000001947 
("Cullinan" or "the company") 

NOTICE CONVENING THE SCHEME MEETING OF SHAREHOLDERS 

Shareholders are referred to the announcement released on SENS on Friday, 24 November 2017 and in the press on
Monday, 27 November  2017 wherein they were advised that the board of directors of the company had  received a firm
intention offer from Alpine Asset Management Limited ("the Offeror") to acquire 100% of the ordinary shares in the company
not already held by it, to be implemented by means of a scheme of arrangement in terms of sections 114 and 115 of the
Companies Act, 2008. 

Shareholders are advised that the Scheme Meeting of Cullinan shareholders will be held at 10:00 on Friday,
9 February 2018 at the office of the company at The Travel House, 6 Hood Street, Rosebank, Johannesburg. 

Further information regarding the Offer and the Scheme Meeting is available in the Scheme Circular which was distributed to
Shareholders on Friday, 12 January 2018.

                                                                                                                           2018
Record date for Cullinan Shareholders to be recorded in the Register in order to receive
this Circular                                                                                                 Friday, 5 January
Circular posted to Cullinan Shareholders and notice convening the General Meeting to consider the
Scheme released on SENS on                                                                                   Friday, 12 January 
Notice convening the Scheme Meeting published in the South African press on                                  Monday, 15 January
Last day to trade Cullinan Shares in order to be recorded in the Register on the Scheme Voting
Record Date on                                                                                              Tuesday, 30 January
Scheme Voting Record Date being 17:00 on                                                                     Friday, 2 February
Proxy forms to be lodged at Transfer Secretaries by 10:00 on                                              Wednesday, 7 February
Last date and time for Cullinan Shareholders to give notice to Winhold objecting, in terms of
section 164(3) of the Companies Act, to the special resolution approving the Scheme for purposes
of the Appraisal Rights by 10:00 on                                                                         Friday, 9 February
Proxy forms not lodged with Transfer Secretaries to be handed to the Chairman of the Scheme
Meeting before 10:00 on                                                                                     Friday, 9 February
Scheme Meeting of Cullinan Shareholders to be held at 10:00 on                                              Friday, 9 February
Results of Scheme Meeting released on SENS on                                                               Friday, 9 February
Results of Scheme Meeting published in the South African press on                                          Monday, 12 February
If the Scheme is approved by Cullinan Shareholders at the Scheme Meeting:                                                      
Last date for Cullinan Shareholders who voted against the Scheme to require Cullinan to seek
Court approval for the Scheme in terms of section 115(3)(a) of the Companies Act on                        Friday, 16 February
Last date for Cullinan Shareholders who voted against the Scheme to apply to Court for leave to
apply for a review of the Scheme in terms of section 164(3)(b) of the Act on                               Friday, 23 February
Last date for Cullinan to send objecting Cullinan Shareholders notices of the adoption of the special
resolution approving the Scheme, in accordance with section 164 of the Companies Act on                    Friday, 23 February
Action                                                                                                 
The following dates assume that neither court approval nor the review of the Scheme
is required and will be confirmed in the finalisation announcement if the Scheme
becomes unconditional:                                                                                                         
Finalisation Date expected to be on                                                                            Monday, 5 March
Finalisation Date announcement expected to be released on SENS on                                              Monday, 5 March
Finalisation Date announcement expected to be published in the South African press on                         Tuesday, 6 March 
Last Day to Trade - entitlement to Scheme Consideration                                                      Tuesday, 13 March
Suspension of listing of Cullinan Shares at the commencement of trade on the JSE on                        Wednesday, 14 March
Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme
Consideration expected to be on or about                                                                      Friday, 16 March
Expected Operative Date of the Scheme on                                                                      Monday, 19 March
Scheme Consideration will be sent by EFT or by cheque to Certificated Cullinan Shareholders
who have lodged their Form of Surrender with the Transfer Secretaries on or prior to 12:00 on the
Scheme Consideration Record Date, on or about                                                                 Monday, 19 March
Dematerialised Scheme Participants expected to have their accounts with their CSDP or broker  
credited with the Scheme Consideration on or about                                                            Monday, 19 March
Expected termination of the listing of Cullinan Shares on the JSE at the commencement of trade  
on or about                                                                                                  Tuesday, 20 March

Johannesburg
12 January 2018

Sponsor 
ARBOR CAPITAL


Date: 12/01/2018 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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